FLANKER DAVID Pocock will captain the Wallabies and James O’Connor will play first five when Australia takes on the UK Barbarians at Twickenham on Sunday morning (NZT).
Regular skipper James Horwill will start off the bench in an attempt to freshen him up for next week’s test against Wales.
It means Pocock will become the fourth player to lead Australia this year, with Rocky Elsom and Will Genia having also worn the captain’s armband.
Pocock captained the Australian Under 21 team and led the Western Force in Nathan Sharpe's absence to victory over the Melbourne Rebels this year.
Quade Cooper’s injury-enforced absence means O’Connor will run the cutter for the first time at international level.
He has done the job for the Force in Super Rugby, but it will be interesting to see how he responds against a test cap-laden Baabaas outfit.
However, he will have on his outside the experienced and classy Berrick Barnes.
Waratahs flyer Lachie Turner has been named on the right wing in what will be his first international since coming off the bench in Australia's 59-16 win over France in Paris 12 months ago.
Queensland Reds centre Ben Tapuai will make his Wallabies debut if he comes off the bench.
Australia: Adam Ashley-Cooper, Lachie Turner, Rob Horne, Berrick Barnes, Digby Ioane, James O'Connor, Will Genia, Ben McCalman, David Pocock (c), Scott Higginbotham, Nathan Sharpe, Rob Simmons, Salesi Ma'afu, Tatafu Polota-Nau, James Slipper
Reserves: Stephen Moore, Ben Alexander, James Horwill, Dave Dennis, Matt Hodgson, Nick Phipps, Ben Tapuai
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With the series level, expect both teams to put it all on the line as they seek to win the deciding test in Sydney on Saturday night.